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MAUB 0001 01 15 Page 2 of 2 2. Maintenance Of Underlying Insurance a.You agree to maintain the “underlying insurance” in full force and effect during the term of this policy, and to inform us within 30 days of any replacement or material change of that “underlying insurance” by the same or another company. Failure to maintain the “underlying insurance” in full force and effect or to meet all conditions and warranties of such “underlying insurance” will not invalidate insurance provided under this policy, but insurance provided under this policy shall apply as if the "underlying insurance" were available and collectible. b.Reduction or exhaustion of the aggregate limit of any “underlying insurance” by payments for judgments, settlements or any costs or expenses subject to that limit, will not be a failure to maintain “underlying insurance” in full force and effect. c.No statement contained in this condition limits our right to cancel or not renew this policy. For purposes of this policy, if any “underlying insurance” is not available or collectible because of: a.The bankruptcy or insolvency of the underlying insurer(s) providing such “underlying insurance”; or b.The inability or failure for any other reason of such underlying insurer(s) to comply with any of the obligations of its policy; then this policy shall apply and amounts payable hereunder shall be determined as if such “underlying insurance” were available and collectible. 3. Other Insurance This insurance is excess over any other valid and collectible insurance whether primary, excess, contingent or any other basis, except other insurance written specifically to be excess over this insurance. 4. Cancellation a.The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering advance written notice of cancellation to us. b.We may cancel this policy by mailing or delivering written notice of cancellation to the first Named Insured at least: (1)10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (2)60 days before the effective date of cancellation if we cancel for any other reason. c.We will mail or deliver our notice to the Named Insured’s last mailing address known to us. d.Notice of cancellation will state the effective date of cancellation. The policy will end on that date. e.If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. f.If notice is mailed, proof of mailing will be sufficient proof of notice. 5. Policy Period This insurance will respond to injury or damage that occurs, or arises from an offense committed, during the Policy Period shown in the Declarations. SECTION V. DEFINITIONS “Underlying insurance” means the policies or self-insurance shown in the Schedule Of Underlying Insurance, any replacements thereof and other policies purchased or issued for newly acquired or formed organizations. Policies purchased or issued replacements of policies or self-insurance listed in the Schedule Of Underlying Insurance or for newly acquired or formed organizations shall not be more restrictive than those listed in the Schedule Of Underlying Insurance. All “underlying insurance” shall be maintained by you in accordance with the Maintenance Of Underlying Insurance condition of this policy.